Imaginary Friend
by IceWarrior13
Summary: A chance meeting in his childhood greatly impacts a young Faunus' future...
1. Prologue

A little boy ran down an alleyway. He had red hair and bull horns, wore black, and was being chased by men with rocks and other weapons.

"Kill the halfbreed!" A man yelled, throwing a rock. It struck the boy in the back, and he fell. The little boy looked up as the crowd caught up, raising their rocks, when suddenly...

"Sal-u-tations!" A voice greeted. The boy and crowd looked to see a smiling teenage girl. She wore a tan, blousy dress with neon-green and black leggings, a neon-green and black collar, black shoes, and a pink bow in her short red hair. The girl waved, her green eyes full of light, then walked over. "What seems to be the problem, here?"

"Get out of here if you know what's good for you, Missy." A man glared. The redhead frowned.

"But this little boy needs medical attention."

"He won't need anything when we're done with him."

"You will help him?"

"We'll end him!"

"Why?"

"He's a Faunus! Scum!"

"Oh..." The girl nodded, then glared. "I see." The girl stepped between the boy and the men. "If you want to hurt him, you'll have to go through me." The boy looked at her.

"Get out of here!" He warned. "They'll kill you, too." The girl looked back at him, beaming.

"Not to worry!" The girl looked at the men, smirking. "I'm combat-ready!" A silver backpack the girl wore opened, several swords coming out and levitating. The boy noticed that they were controlled by near-invisible wires. The girl smiled as she manipulated the blades, throwing the men into the walls of the alleyway to knock them out. "If there's one thing I hate, it's bullies." The girl turned and kneeled down, looking at the boy with worry. "Are you okay?"

"Y-yeah."

"Sensational... Why were those men chasing you?"

"I-I was at a White Fang rally. I escaped before the police could arrest me, and those men came."

"But you're just a little boy. They shouldn't have hurt you."

"I'm a Faunus. I'm used to it... Why did you help me?"

"Well..." The girl smiled mysteriously. "I know how it feels to be different... Come on. My father can help you." The girl held out a hand. "My name is _Penny_. It's a pleasure to meet you."

"I'm _Adam_."

"It's a pleasure to meet you!"

"You said that already."

"So, I did." Penny laughed, and Adam smiled as he took her hand.

 ** _/\/\/\/\_**

Penny knocked on the door of a small house in the city, rocking on the balls of her feet as she waited, holding Adam's hand.

"Don't worry, Adam. My father is very nice. Trust me when I say he loves those who are different."

"Hello?" The door opened, and a bearded man with greying hair peeked out, wearing a lab coat. "Penny? Who is this? What are you doing outside?"

"Hello, Father! This is Adam, my friend! I wanted to explore, and I saved Adam from some nasty men. Can you please patch him up?"

"Of course." The man smiled at Adam. The Faunus boy was led into the house, being instructed to sit down on a couch. Penny's father tended to the boy's wounds, Penny holding the first-aid kit and smiling. When Penny's father was finished, he let Adam stay for dinner.

 ** _/\/\/\/\_**

Adam noticed that Penny didn't eat anything, only sit politely and smile, joining in on the conversation when needed. Penny's father was a scientist, working with the Atlesian Military to help design a way to protect the world from Grimm and other threats without placing humans or Faunus in danger.

"It's dreadful, just dreadful, the way humanity treats the Faunus. If I had my way, every man who threw a rock at you would be strung up by their big toes and left to hang for a while."

"Father, please..." Penny giggled. "I took care of it. Those men won't be harming my friend again any time soon."

"Quite right... How did your weapons work?"

"Excellent. I had so much control, I didn't even harm them. I just made them take a little nap."

"T-thank you." A quiet voice whispered, and the two looked at Adam, who looked close to breaking. Penny got up and walked around the table, kneeling and placing a hand on the little Faunus boy's shoulder.

"It's alright, Adam... You're safe. There's no need to cry."

"I was too slow, too scared. If you hadn't been there when you were, I would have died... I'm weak."

"Listen." Penny's worried expression became a glare. "Those men were the weak cowards. They picked on you because you were different, because you went out there to stand up for what is right. Don't you ever look down upon yourself, Adam... You're strong, and you're brave. You have to keep fighting, or nothing will ever change. I know that someday, Faunus will be equal, and you'll be the one who does it." Adam looked at Penny, red eyes wide. Penny's smile returned.

"Thank you."

"It's what you do for a friend."

 ** _/\/\/\/\_**

For the next few weeks, Adam visited Penny and her father. They built up his confidence, and Penny even taught him some self-defense moves. Then, one day...

"What?" Adam walked up to see a large alleyway where Penny's house once stood, looking shocked. On the ground was a long, green and black wrapped present with a card. Adam shakily picked it up, a tear racing down his face as he looked at the card.

' _Dear Adam,_

 _By the time you read this, I will be long gone. I'm sorry, but I can't tell you where I'm going. I don't want you to get hurt trying to find me, as you are my very best friend. My father doesn't know I left you this card, or about the present I had been building, saving it for your birthday. I was so excited to see your face when you saw it, but now I can only imagine... Adam, please don't forget about me. But don't mourn my departure, either. Let me fade into imagination, like an old **imaginary friend**. There to protect you until you don't need me anymore. Never to be forgotten, but not there. That's what I am, I guess. I always was... Don't forget, Adam. You are strong and brave, but you must also be kind. Always be that sweet little boy who became my first and best friend... You were the first person, besides Father, to ever treat me like a human being. Thank you... Never change._

 _Love,_

 _Penny._ '

Adam shakily unwrapped the box to see a weapon. A black shotgun, used as the sheath for a sword. Adam removed the sword to see a glowing red blade. The hilt of the sword said Wilt, the shotgun being Blush. Adam looked down the alleyway, then sheathed the sword, heart and eyes hardening...

 ** _/\/\/\/\_**

Penny sat in a car, sighing sadly as she looked out the window.

"He would have noticed." Her father knew what she was thinking. Penny nodded, still depressed. "Penny, you don't age. It was for the boy's own good."

"Yes, Father." Penny nodded, then looked down. "Father?"

"Yes?"

"I want a small upgrade to my design, please."

"What?"

"Give me the ability to cry."


	2. Lost Penny (Adam)

I was walking through Vale in disguise, scoping the area out for the oncoming invasion. I wore a black hoodie, black jeans, black boots. My black t-shirt had my emblem on it, and my weapons were by my side. I felt exposed without my mask. Normally, I would send scouts out and not bother going myself, but my men could be idiots (the one thing Torchwick and I agreed on).

"Damn human." I muttered after a man shoved me to get by. I honestly wanted to rip his head off, but I had to remain inconspicuous. Then, I noticed a bright orange among a sea of darkness. The red was accompanied by a familiar pink bow. I stopped in my tracks as the the crowd parted, revealing a familiar figure in familiar clothing looking around. I couldn't see her face, or seem to remember how I knew her, but I frowned and followed the girl as she continued looking around Vale. I had to figure this out. Then, as the girl walked down an alley, she stopped in her tracks.

"I know you are following me." A familiar voice announced. "So... Who are you?" I crossed my arms.

"Who wants to know?" I had to know who this girl was. Why did I know her? Why was I... Sad? The girl turned around, green eyes bright.

"Sal-u-tations! My name is _Penny_." The girl gave a timid smile. "It's a pleasure to meet you!" It was then that everything fell into place.

"Penny?" I asked. Penny frowned slightly at that.

"And, you are?" She asked. Then, she saw my weapon. "Wait, that is..." Penny's eyes widened. "No." Penny looked me in the eyes. "Adam?" Penny hadn't aged a day. I didn't understand...

"Penny, what's going on?!" I asked. "Ten years, and you're still seventeen?!" Was I going insane? I thought this girl was a figment of my childhood imagination. As I stared at the girl, my memories flooded back. Penny was real, and she vanished into thin air.

"Adam, I..." Penny let a tear race down her face. "I can't..." Then, Penny turned and ran off. I stood there for a moment, stunned, then ran after her. I chased Penny through several alleyways, shocked by her endurance. Penny hadn't stopped or slowed at all. Then, I was in the middle of a street, and a truck came at me. With a flash of red and green, Penny was between me and it, and she stopped the truck in its tracks with her bare hands, the impact cracking and breaking the concrete beneath her feet. I stared at Penny, awed as she backed away, looking down at her hands. "It just had to happen twice this week..." The girl ran again, and I followed her. Finally catching up, I grabbed Penny's arm.

"What's going on?!"

"Adam, just let me go!" Penny pleaded, tears streaming down her face. "You wouldn't understand, and knowing would put you in danger! One of my friends is already in danger, and I'm not letting you die because of me!"

"Penny..." I glared. "Tell me." Penny grew afraid.

"What happened to you?" The girl asked, eyes wide. "You've changed." That made me frown again.

"Penny-" I watched as Penny pulled a fist back and reacted, slamming the girl into a wall. She flinched, but didn't cry out as I held her in place. "Tell me what's going on, now."

"I can't!" Penny grimaced. Then, I noticed that her fists were still clenched and grabbed one. Penny fought back, incredibly strong, but due to her effort to not hurt me, I was able to open her fist. I stared, then looked up as Penny started crying. I released her as she fell to her knees.

"What are you?" I asked. Penny hugged herself, allowing a few more sobs to escape, then looked up.

"Adam..." Penny whimpered, looking at her hands. "I'm the first synthetic person capable of generating an aura... I left all those years ago because I knew you'd move on. I didn't want you to learn the truth... I'm not real."

"But..." I rooted through my memories and realized...

 _"I know how it feels to be different."_ Penny never ate, she was always energetic, her speech patterns were strange, and she hated magnets.

"Penny..." I knew what to say. "Tell me, are you kneeling here?"

"Y-yes."

"Talking to me?"

"Yes."

"Crying?"

"Yes."

"You're real." I stated. Penny stared at me in shock.

"Y-you don't think I'm just a thing created in a lab?" Penny asked. "An object? A freak?"

"No. I think you're Penny." I held a hand out. Penny slowly reached up and took it, and I helped her to her feet. Then, Penny hugged me.

"I missed you every day." Penny sighed. "I wasn't allowed outside anymore, to talk to anyone besides the soldiers, the scientists, and Father. They said that I wouldn't be safe outside... I would have called, tried to find you, but I couldn't get away."

"Then..." I pulled away. "How-?" Penny gave a small smirk.

"I convinced Father to let me participate in the tournament so I could test my capabilities."

"You tricked him into letting you go outside in explore." I translated. Penny laughed.

"Precisely."

"You haven't changed a bit."

"You have... You got taller."

"Hey..."

"And moodier."

"Watch it."

"WAY moodier."

"Penny..."

"Violent."

"Well..."

"Reckless."

"Now, that's actually wrong. I've always been this reckless."

"Hmm..." Penny considered. "Yes, I take reckless back. But you are still much taller, way moodier, and very violent." I slowly smiled, noticing for the first time that Penny's pupils were shaped like camera-shutters. "So, what are you doing all the way in Vale?"

"I'm here for the tournament, too." I quickly lied. Penny seemed to buy it, then looked at my weapon.

"I take it that your weapon works well, then?"

"Yeah... Thanks, by the way. It's saved my life a few times."

"That is why I made it. I wanted to make sure you would always be okay... You are still the only one I have ever called my best friend." Penny frowned. "Why don't you hate me? I ran away, lied, and now you know I'm..." Penny looked at her hands, at the silver metal beneath fake skin. "Why are you so calm?"

"What?"

"You just found out that I'm a robot, and you're okay with it?"

"Penny, you may be metal instead of flesh, but you've got a soul. You're still the girl who saved me in the alley when I was small."

"Aw, Adam!" Penny hugged me again. "You are the best!"

"Too... Tight..." Damn, that girl had a grip like, well, iron. Penny quickly let me go, nervous.

"Sorry!" She smiled. I rolled my eyes, crossing my arms.

"Yep, a little china-doll like you _definitely_ needs protection."


	3. No One Changes (Penny)

I smiled after defeating Team CRDL in battle.

"Thank you for a wonderful time." I beamed. Ciel just tapped her watch, and I had to resist rolling my optics.

 ** _/\/\/\/\_**

After talking with Ruby for a minute (literally, thanks to Ciel) and delivering my report to General Ironwood, I was able to sneak off again. As I wandered around the city, I bumped into...

"We have just got to stop meeting like this." Adam rolled his eyes, smiling. I instantly beamed. "People will talk."

 ** _/\/\/\/\_**

We started walking around, talking about the years since we'd last seen each other. I felt like Adam wasn't telling me something, but I didn't pry.

"So, that _Torchwick_ man fired at Ruby, and I leapt down and took out all of his ships. I made sure not to hurt anyone, though. If I hurt them, I'd be no better."

"I heard about that. You were the one that fought everyone off?"

"Yep! Alone, too! I think I scared Ruby. She didn't seem to believe me when I said I was-"

" _Combat ready_?"

"Precisely!"

"It can be a bit difficult to process. I mean, you seem too innocent to be as skilled of a fighter as you are."

" _Innocent_?"

"Yeah. You seem like one of those kids who had an overprotective parent and a sheltered childhood."

"Well... The parent thing's true, but I've always been like this." I shrugged. "I guess I am a bit naïve. I can't help it, though. I guess in filling me with weaponry, my father forgot to give me the ability to see evil. Is that bad?" Adam frowned, contemplating the question as we walked down an empty street.

"Yes."

"It is? Why?"

"If you can't see the evil right before your eyes, you don't know when you're about to be betrayed or hurt."

"Adam..." I read his expression. "What evil did you not see?" Adam looked at me, sighing.

"You always know what people are thinking, don't you?"

"Not always..."

"Yeah? Well... I had a partner, once. We were in the middle of a mission, and she ran."

"Why?"

"I don't know."

"Was she scared?"

"I..." Adam looked down slightly. "It was my fault."

"How so?"

"I made a choice in the mission... And I was wrong. A lot of people would have gotten hurt if it wasn't for her running off and stopping me."

"You? Hurting people? Never. You're too _good_ to hurt innocent people without a second thought."

"How do you know? It's been a long time, Penny."

"No one changes completely, Adam. Not really... Trust me, I know." I gestured, exemplifying the fact that I was the immortal seventeen year-old. Adam smiled slightly.

"Can't argue with that logic."

"Nope! You're taller, moodier, and violent, but you're still Adam... So, I've made it to the finals of the tournament! It's going to be so much fun!"

"Penny, maybe competing in the finals isn't such a good idea."

"Why not?"

"Well... There are a lot of experienced fighters going in. Like that _Pyrrha Nikos_ girl."

"I can take them, Adam. I'm combat-ready!"

"No, you're not..." Adam looked down, then up at me. "Make up an excuse, do anything. Don't compete in the final matches."

"What?"

"Penny, trust me when I say that you should back out."

"Why?"

"Trust me." Adam's red eyes were full of worry. I was REALLY confused. What did he mean?

"Adam, what's going on? What are you talking about?"

"Penny... If I tell you, you'll hate me. Just, please, don't compete."

"Adam, I could never hate you! Just like you couldn't hate me when you learned about my..." I looked at my hands, which had been patched up. "Situation." I looked at Adam. "You're asking me to trust you, so trust me."

"Penny..." Adam looked me in the optics, hesitation in his red orbs. "I'm a member of the White Fang." My optics widened slightly. "High-ranking, actually... Our group is being blackmailed into aiding a powerful human. The Vytal Festival is their endgame... I don't want you getting hurt in the tournament." I stared at Adam, unsure of what to say. On one hand, my friend was in the middle of a terrorist conspiracy against Vale. On the other hand, he just spilled everything for my sake. Here comes that innocence... I slowly smiled, taking Adam's hands.

"I don't hate you." I beamed. Adam raised an eyebrow.

"So, what?" He asked. "You REALLY hate me?" I punched his arm, nearly knocking my friend over.

"I told you I could never hate you." I rolled my optics. "You think I'm a liar? I didn't hiccup, did I?"

"No, you didn't... You're taking this better than I thought."

"Look who's talking... I have another friend who used to be in the White Fang, and she left when things got too violent for her liking. Though, I don't support their actions, the White Fang is the only group that's taking action for the Faunus. That's something I must respect... Adam, why protect me? I mean, you said it yourself: _it's been a long time_."

"No one ever changes completely." Adam replied. I smiled. "So, will you back out of the tournament?"

"I'll have to ask Mr. Ironwood..." I got an idea. "I'll tell him I've come down with a virus. He doesn't know about the hiccup-thing."

"You can be devious when you want to be."

"Yep! Comes with all the battle-strategies." I pointed to my central processor (head). Adam rolled his eyes, and we continued walking. When we had to separate, Adam gave me his scroll number.

 ** _/\/\/\/\_**

That night, I approached Mr. Ironwood and saluted.

"General, I do not think that I can continue participating in the tournament."

"Why not?"

"I believe that I am coming down with a virus. I do not trust myself to perform my very best."

"Well, I can run a full-systems check to see if you have a virus." Cornered, I was forced to let Ironwood use my father's scanner. "You're fine. Get some rest, you'll need it."

"Yes, sir."

 ** _/\/\/\/\_**

I went to my room to recharge, sighing as I looked at Adam's contact on my scroll. Deciding not to worry him, I closed my scroll and went to _sleep_.

 ** _/\/\/\/\_**

The night after that, Yang participated in the finals and broke a boy's leg. Something seemed off, but Mr. Ironwood told me not to worry.

 _ **Uh-oh. What, now? One night later, all Hell will break loose. I'm composing the next chapter, so tell me... Should I kill Penny and end the story with Adam being the jackass he is in the show? Or, should everything change? Review, or I'll have to decide on my own. Can you take that risk? I don't own** RWBY **.**_


	4. A Penny Safe (Adam)

It was they that Cinder told us her endgame would begin, and I ran into Penny one last time. The girl smiled brightly.

"Sal-u-tations!" She gave a coy little salute. I rolled my eyes and grinned. She never changed... We walked down the street, and I asked a question that had been eating away at me since I'd found Penny again.

"Penny... How were you crying, back in the alleyway?"

"Pardon?"

"How were you crying?"

"Oh." Penny nodded. "I have built-in synthetic tear-ducts."

"They must be new. You never cried back when I was little."

"You could say I got them right after we were separated."

"Ah."

"Or maybe..." Penny looked down. "I got them _because_ we got separated." I looked at her, eyebrow raised.

"What?"

"I'd never felt less human than when I couldn't cry." Penny admitted. "When I had to leave, it was too much. I asked Father to give me the ability, and I nearly shorted out my systems on day one... But, I felt a little better."

"I can't see you crying."

"I remember seeing you cry once, tough guy."

"Don't."

"I felt so bad for thinking you looked adorable!"

"Penny, I'm warning you. I will seriously consider ending you."

"You wouldn't hurt me... Besides, we both know I'd kick your sorry butt any day. I'm combat-ready!"

"Is that a challenge?"

"Might be..."

"You're saying that you could beat me in a fight? Not likely."

"Oh, really?" The look on Penny's face was an attempt at intimidating, but just made me smirk.

"Yep."

"Very funny." Penny pouted. I chuckled, rolling my eyes.

"Can't take you seriously when you look like that." I stated. Penny crossed her arms, scowling slightly. "Hey, I was wondering... What's your semblance, Penny?"

"Huh?"

"Your semblance. You have an aura, so you must have a semblance."

"I don't know what it is, yet."

"Oh..." I nodded. "So, how did old Ironwood take you dropping out of the tournament?"

"Um... Okay." Penny hiccuped. My eyes narrowed.

"Penny?"

"He was a bit... Disappointed." Penny tapped her two index fingers together, then hiccuped. I grabbed Penny's wrists, glaring.

"You dropped out of the tournament. Tell me you dropped out of the tournament, Penny."

"I..." Penny looked down. "He wouldn't let me." I slowly grew angry. "Adam, please. I didn't want you to worry-"

" _Worry_? Worry?! Penny, you're going to get yourself killed!"

"I don't have a choice, Adam! If I don't fight, they'll think there's something wrong with me! And when they find out it's me rebelling, I'll be reprogrammed or shut down! ... I'd rather die with my memories on the battlefield then die on a lab table, another Penny waltzing around after I'm gone."

"Penny, come with me. You don't have to do this."

"Adam... I look _human_." Penny sighed, smiling. "I don't think the White Fang would appreciate my arrival... It's okay, Adam. It's not like I'm a _real_ girl." I didn't know what to say.

"Penny..." I looked down. The girl slowly pulled her wrists from my slackened hands, then hugged me. It wasn't a bone-crushing hug like usual. This one felt normal... I hugged back. "You're real, Penny."

"I know... I just wanted to hear someone else say it one last time." Penny pulled away. "So, I'm fighting tonight?" I sighed and nodded. "Then... I'm going out having a good time, no matter what." A tear raced down Penny's face. "Who knows? Maybe I'll be okay... I'm still _combat-ready_." I let out a small chuckle, and Penny raised a hand to my face. "Don't be sad. It's not you, and I refuse to let my last image of my best friend be sad... Smile for me?" I didn't feel like it, but I managed a small smile for her. "Perfect."

"Penny, I won't let you-" I didn't finish that sentence. Penny slowly pulled away, surprised by her actions as much as I was. Then, she smiled sadly, backing away.

"Goodbye, Adam." With that, Penny turned and ran off. I stared after her, still unable to speak from the shock. Penny had just kissed me... Then, I punched a wall, yelling in frustration.

"Damn it!" I shouted. Then, I leaned against the wall and slid down, looking up at the sky.

 ** _/\/\/\/\_**

That night, I watched the fight from the airship, holding my breath for my friend.

 _It looked like Penny was going to beat Pyrrha Nikos, but then the Amazon used her polarity semblance. Penny's blades flew back, the silver wires that connected them glinting._

My red eyes widened behind my mask, my heart stopping. No, no, no, no, no, no, no, NO!

 _Then, Penny ducked, barely managing to dodge the cords. A piece of orange hair hit the arena floor, but that was it. Penny looked around, relieved as the match was called off._

I tried to hide my smile. As usual, my friend was combat-ready.

 _Then, a beaten girl in a red hood was tossed into the center of the arena like a rag-doll. Penny immediately ran to her side, Pyrrha following._

 _"Ruby!" Penny cried, the cameras showing Mercury leaving._

Was this Cinder's backup/improvised plan? Beat a little girl within an inch of her life? Cinder got on the comms, claiming things about violence and that the schools had too much power. She exposed Penny's secret...

 _Penny helped the unconscious **Ruby** onto a cot, wiping away the tears as people stared at her in shock. Then, the feed was cut as Grimm attacked._

Penny was okay. That's it, then. We landed the airships, and I smirked at the sight of a mostly-empty Beacon.

"Bring them to their knees."


	5. Bonds Tested (Penny)

Feeling a bit strange, as I had been since the beginning of the fight with Pyrrha, I used my aura to help Ruby heal. The girl looked up with her silver eyes.

"Thanks." My friend smiled. I helped her to her feet, then looked up as a Nevermore tried to break through the roof-barrier. I focused, readying my blades.

" _Penny!_ " General Ironwood called over the comms. " _Stand down and head to the airship, now!_ " I looked up at the box, glaring.

"Sir, **no** sir." I replied, and I know he heard me. I ran over to Pyrrha, who was still staring at me in horror. "We have to go, now!"

"I almost-"

"That doesn't matter!" I was getting frustrated. "If that thing breaks through, you're going to die!"

"Pyrrha!" A boy from the stands shouted, worried. "Pyrrha, that thing's going to break in! You've gotta move!" Pyrrha didn't respond, still shaken up by the fight. The Nevermore flew up, then swooped down and broke the barrier. The boy leapt over the ledge.

"Jaune!" A girl shouted. The boy started running towards Pyrrha and I. I didn't know what to do...

"Pyrrha, please! Snap out of it!" Jaune pleaded. The Nevermore landed and threw both of them back. It would have killed Pyrrha, but a flurry of red stabbed it with one of my fallen swords. The small figure landed as the avian creature screeched in pain.

"Ruby?" Pyrrha asked. The fifteen year-old glared at the Nevermore.

"Leave them alone!" Ruby shouted. I stepped forward, placing a hand on the girl's shoulder.

"I've got this." I promised, making Ruby look back. "I'm _combat-ready_." Ruby backed up, and I readied my blades, getting a bit irked. I considered all that I'd been through, all of the _heart_ ache, all of the drama...

 ** _"One day, it will be my job to save the world."_**

"Penny?" Ruby asked. My blades started spinning around me, and I swiped my arms. The blades tore through the Nevermore, ripping it's wings off. I plunged three swords into its heart, then created my circle of blades and sent them flying at the beast. The Nevermore's head fell at my feet and evaporated. My blades collapsed and entered my backpack, and I looked down. "That was amazing." I looked back.

"It's no big deal."

"Penny?" Ruby walked over. "What's wrong?"

"Everything!" I snapped. "Some woman came over the speakers and told the whole world the truth! Now, everyone knows I'm..." I looked at my hands, tears welling in my eyes. "Now, everyone knows I'm not a _real girl_." A bunch of rocket lockers landed, a large amount of Huntsmen and Huntresses in training getting their weapons. I felt all the eyes on me...

"Penny, I..." Pyrrha was crying. "I'm so sorry."

"I know." I looked down, then looked up with a small smile, letting her know that all was well. I held no grudge... "It wasn't your fault."

"She's right." Jaune walked forward with Pyrrha's shield and spear. "Whoever was on the microphone, they're the ones that did this. We have to make sure they don't try to take anyone else." Pyrrha took her weapons, livid.

"Penny..." Ruby looked at me. "Can you tell them?" I looked up at everyone timidly, biting my lower lip.

"My name is Penny Polendina." I began, all of my bubbly social-ness gone. I was terrified of what would happen... "And I'm the first synthetic person capable of generating an aura."

"You have an aura?" A girl with sunglasses, Coco Adel, inquired. I nodded. "How's that possible?"

"Beats me." I shrugged. "But it's the truth... I understand if-" The only person in the crowd that I actually knew, besides Ruby, stepped forward to stand between me and the crowd.

"Guys, I know you're a bit freaked." Sun stated. "But Penny's the best. She's quirky, funny, and as we've all seen: a total badass. Trust me when I say that though she might be made of nuts and bolts instead of..." Sun pinched his arm for emphasis. "She's a damn good Huntress, and a damn good person. So, let's all just give her a chance."

"Thanks, Sun!" I beamed. Sun looked back at me.

"Hey, you saved my tail that night at the docks. I owe you one."

"Wait..." A boy with blue hair raised an eyebrow. "This is the girl who took down three bullheads and three-dozen White Fang by herself with _next-to_ no effort?" I frowned.

"It was just _no effort_." I crossed my arms, and everyone gaped. Then, a girl with orange hair and blue eyes smirked, chuckling.

"We're going to be good friends." The girl held out a hand. "Nora Valkyrie." Then, we heard a roar.

"Gryphons." Sun frowned, whipping out his staff.

"Anybody got a plan of attack?" Neptune asked. Ruby smirked.

"Sun, I need your scroll." The fifteen year-old stated. Sun tossed it to her, and she called her locker with Crescent Rose. A Gryphon landed on it and roared, but Doctor Oobleck and Professor Port arrived and shot it.

"Students!" Port began calmly. "I think it might be best for you to leave." Ruby frowned.

"But, we can-"

"Ms. Rose!" Doctor Oobleck scolded, then smiled. "This day will surely go down in Remnant's history. I'd prefer it if my students could live to tell about it."

 ** _/\/\/\/\_**

We left the two teachers there, and we ran out to find General Ironwood boarding a small military airship.

"Whats going on?" Ruby asked. Ironwood sighed.

"Grimm are crawling all over the city. The White Fang has invaded Beacon. And to make matters worse, some vagabond seized one of my ships. Until we regain command, the skies are out of our control, so I'm-" Ironwood whipped out a pistol and shot an incoming Grimm dead. "Going to take it back."

"What should we do?" Jaune asked. The General looked at us.

"You have two choices: defend your kingdom and your school, or save yourselves... No one will fault you if you leave." General Ironwood looked at me, frowning. "Penny, come along." I shook my head.

"No." I refused. "I'm done. I'm a Huntress, not a soldier. And not a weapon." The General glared.

"Penny, I'm ordering-"

"And I'm **not** obeying." I spat. "I'm staying here and fighting alongside my _friends_ to defend the only place that's ever felt like _home_. I'm not going with _you_ , and I'm never going back to the _labs_... I'm a _person_. I can _choose_."

"You're an _asset_ -"

"No." I shook my head. "I stopped being one of your _machines_ the moment you gave me a _soul_. The moment I was able to _cry_." I stood my ground. "Go." The General scowled, but he turned and left. I sighed in relief.

"That actually worked."

"I mean..." Sun rolled his grey eyes. "Come on." Jaune nodded.

"We can take an ship to Beacon."

 ** _/\/\/\/\_**

On the ship, I learned everyone's names and answered their questions. Velvet requested a picture of my backpack, and I let her take it. Must've been a hobby or something... Ruby saw General Ironwood's ship fall and went to help. I hoped she'd be alright... Upon arrival at Beacon, the battle began.

"Now, _this_ is going to be so much fun." I grinned, deploying my swords. I started fighting alongside the others, slicing through dozens of Atlesian Knights and Paladins. I always hated those things, anyway... I also fought the Grimm and the White Fang. As I fought the Faunus, I couldn't help but think...

' _"I'm a member of the White Fang. High-ranking, actually..."_ '

I threw more White Fang back, grabbing a younger boy's collar.

"Where can I find Adam Taurus?" I asked coldly. The dog-boy gulped. "Answer me, now!"

"He's in the cafeteria, dealing with the _traitor_!"

"Traitor..." My eyes widened. "Blake." I dropped the boy and ran off, trying to keep the turmoil out of my mind. I couldn't do it... Why was Adam doing this?! Why would he attack Beacon?! Why did Ruby get hurt?! Why?!

 ** _/\/\/\/\_**

I arrived at the cafeteria, seeing Adam standing over a fallen Blake. Yang was on the other side of the building, all three unaware of my presence.

"As I set out upon this world and deliver the justice mankind so greatly deserves, I will make it my mission to destroy everything you love." Adam swore. My eyes widened.

"BLAKE!" A voice shouted. Blake and Adam looked up to see Yang mowing down the White Fang with her Ember Celica, panicked and worried. "Blake, where are you?!"

"Starting with her." Adam smirked. Then, he raised his blade over Blake as Yang looked over.

"NO!" I shouted, and my blades flew at Adam, the wires catching and pulling him away from Blake, slamming the bull Faunus into a wall. Yang and I ran into the room, and I looked at the blonde brawler, glaring. "I'll handle Adam. Get Blake out of here."

"Okay." Yang gently helped the cat Faunus up. Blake looked at me.

"Penny?" She asked. "How do you know Adam?"

"Long story." I replied coldly. "Go." Yang and Blake ran as I summoned my weapons back, Adam falling to the ground and looking up at me. "It was all a lie, wasn't it?"

"What?"

"Finding me, making me think I could still trust you, even warning me... It was a trick, a ruse. And I fell for it!" I glared. "All that stuff you said, it was all fake!" My face slowly fell.

' _"Penny... Tell me, are you **kneeling** here?"_

 _"Y-yes."_

 _" **Talking** to me?"_

 _"Yes."_

 _" **Crying**?"_

 _"Yes."_

 _"You're **real**."_

 _"Y-you don't think I'm just a **thing** created in a lab? An **object**? A **freak**?"_

 _"No. I think you're **Penny**."_ '

I shook out of it, holding back the tears that threatened to fall.

"All of it."

"What did you expect?!" Adam asked. "I mean, did you think just because I found you that everything would be like it was?! I grew up, Penny! I became this! I changed, something you could _never_ understand!" I felt something inside of me darken. Oh no, he didn't...

"Yeah." I scowled. "You're right, I wouldn't understand. After all, I'm just a _thing_ made in a lab. An _object_. A _freak_. I'm not a **_real girl_**." My blades got ready to spin and fire at my ex-friend, who's eyes were hidden by a mask. "I'm a _weapon_ of mass destruction created for this day. Created to _kill_. So, Taurus... You're up." Adam drew his sword, and I activated my silver aura, ready to fight. I was the one who activated his aura, so I knew of _Moonslice_. I wasn't taking any chances.

"Bring it." Adam smirked. At that, I fired several lasers that Adam dodged. Then, I sent a spinning circle of blades at him, which he barely avoided. Glaring, I summoned one back and sliced his right arm, leaving a tear in his coat and a shallow cut. I regrouped my swords as he hissed in pain.

"I might not be real, but I _can_ change." I announced, and Adam looked up. " ** _Olé_** , _Bull-Boy_." Adam let a low growl leave his throat, then charged. I spun a circle of blades in front of me, parrying his attacks before reaching through the space in the middle and right-hooking his face. Adam flew back, his mask falling off and shattering. I raised my blades behind me and walked over, glaring as I raised my hands like I had in the arena, ready to finish the fight...

' _"Don't you ever look down upon yourself, Adam... You're strong, and you're brave. You have to keep fighting, or nothing will ever change. I know that someday, Faunus will be equal, and you'll be the one who does it."_

 _"Thank you."_

 _"It's what you do for a **friend**."_ '

I shakily lowered my hands, my optics wide. Then, I bowed my head and closed my optics, my swords going back into my backpack.

"No." I opened my optics again. "I'm not letting you make me a _murderer_." Adam looked at me with his burning red eyes. I sighed, turning around and beginning to walk. "Goodbye." Why did I feel so strange? It wasn't an emotional strange, but something felt wrong with me. My movements weren't calculated, they were fluid. And my emotions were really out of whack... I shouldn't have been able to dodge my swords at the arena. How did I do that?

"Never turn your back on an opponent, Penny." Adam chuckled. I turned around just as Adam grabbed my arms and slammed me into a wall. Surprisingly, I yelped in pain. Wait, pain? Adam used one arm to hold me down, using his other hand to unsheathe Wilt. I didn't want to hurt him, so I couldn't escape. "Any last words?"

"Yeah." I looked Adam in the eyes, trying to be brave. " _Don't be **evil**. It's not you, and I refuse to let my last image of my **best friend** be **one that scares me**... **Smile** for me?_ " Adam's cruel eyes slowly calmed, softening into confusion. His smirk became a frown.

"What did you call me?"

"What I've always called you."

"I'm going to kill you. Why are you still calling me your _friend_?"

"I... _I told you I could never hate you. You think I'm a liar?_ " I asked, quoting myself. Adam's eyes widened, and I gave a small smile. " _I didn't hiccup, did I?_ " Adam's grip on my arms loosened.

"Why are you forgiving me?" He asked. I pondered that. Why was I being so forgiving towards my murderer? Then, I beamed.

" _It's what you do for a friend._ " I grinned, then closed my optics. "Well, get it over with... Goodbye, Adam." What came next wasn't the jolt that came with being stabbed or the feeling of a blade's slice, or any pain. Instead, I felt Adam's other hand join the one that held me, my upper arms pinned to the wall. My optics flashed open in surprise, then slowly closed as Adam's lips met mine.

As I relaxed and fell into the kiss, only one question was left... What was this pounding in my chest?

 _ **BOOM! So, what do you think is going on with Penny? What will happen next in this shipping-AU that probably should never have been created? WHAT DO I CALL THIS SHIP?! I don't own** RWBY **. Please read, review, etc.**_


	6. New Life (Adam)

As I pulled away, I realized something.

The wrists I held in my hands... They had a pulse.

And they definitely weren't metal...

I saw Penny's expression.

She was terrified as she looked at her hands.

"What's happening to me?" The girl asked, her green optics wide.

Or were they optics?

I held two fingers to her wrist again.

"You have a pulse."

"A what now?"

"You have a heart."

"What?" Penny didn't believe me. "That's impossible."

"Penny... Have you been feeling strange recently?"

"Well, yeah. During my fight with Pyrrha, the way I was moving-"

"Like _instinct_?"

"Yeah. It's what saved my life... But I don't have instincts. I'm programmed with fighting styles."

" _People_ have instincts."

"What do you mean?"

"Penny... I think your semblance allows you to change."

"Huh?"

"You have the ability to change your make-up from synthetic to real... Penny, you're a _real girl_."

"What?!" Penny stumbled away from me, freaking out. "Is that why things are _hurting_ (I think)?! Why I'm feeling so _weird_?! I'm a **person**?!"

"You were always a-"

"But, now I'm..." Penny started using an index finger to poke the palm of the opposite hand. "Ew." I chuckled at her confusion.

"Welcome to being a _fleshy_."

"This is so freaky! I wanna change back! I wanna change back!"

"We'll figure it out." I promised, seeing the inferno around us. "But right now, we need to get out of here." Penny looked around.

"So, this is heat? I can not say that I am a fan."

 ** _/\/\/\/\_**

We ran across the Beacon courtyard, only to find Blake and the girl in yellow waiting for us. My ex-partner drew her weapon, waiting to renew the fight.

"Wait!" Penny pleaded. "He's not going to hurt us! I think I hit him a bit too hard!" I whacked her upside the head. "Ow! That hurts!"

"Oh." I winced. "Forgot. Now, you have to get used to _pain_."

"This is the worst!" Penny stomped her foot. I chuckled.

"Get used to it."

"What's going on?" The blonde asked, eyes momentarily flashing red. "Who is that, Blake? What's Penny got to do with this?"

"That's Adam, Yang." Blake glared. "He's my partner from the White Fang." Blake's expression softened. "Penny, why are you defending him?"

"Blake." I smirked, gesturing. "Meet my old mentor."

"What?!" Blake's gold eyes widened. When we were partners, Blake asked me about my history with fighting. I had told her that I was taught by a powerful Huntress who'd saved me from a human mob. "Penny, you..?"

"I made him _combat-ready_!" Penny saluted. I rolled my eyes.

"Really?"

"Yep!"

"And Penny..." Yang frowned. "What did that woman on the broadcast mean? _What_ are you?"

"Hey." I glared. "She's a person, not a thing. A _who_ , not a _what_." Penny beamed at me.

"Sorry." Yang bowed her head. "But Penny... What did she mean? And how did you get mixed up with all this White Fang stuff?"

"I'm the first synthetic person capable of generating an aura." Penny explained, less self-conscious about it than usual. "And how I met Adam? It all began when I snuck out of my father's house..."

 ** _/\/\/\/\_**

"So, Adam warned me about the fight being a trap. But I couldn't go against General Ironwood, so I participated. I avoided the trap by activating my semblance, and I came here with the others. Then, I beat the heck out of my best friend to defend people I barely know." Penny finished, laughing at my glare. "That's my story."

"Wow." Blake blinked a few times. "What is your semblance?"

"I hate it..." Penny hugged herself and shuddered. "How do you guys stand this?!"

"She can turn into a human." I explained, chuckling. "She didn't even realize it until I figured out that she had a pulse, and now she's panicking."

"I hate this!" Penny stamped her foot again. "I wanna be a robot again! There, I said it!"

"Aw. Penny's first mood swings." Yang took a picture on her scroll. "That's going in the baby book." Okay, so it was fun to taunt Penny. Could you resist? "Pen, you're experiencing the worst part of being a human being: pain, both physical and emotional. Just wait until you try the best part: food."

"Well, now that we have all of that out of the way..." Blake glared at me. "You have two choices: run or die." Penny stepped between us.

"Haven't enough people gotten hurt today?" The redhead asked. Blake lowered Gambol Shroud. "You can't hurt Adam without me stopping you. Adam can't kill you without me stopping him. I know that all of you would never hurt me." Girl had a point. Damn it... "Adam promised to help me with this human thing, but I can't go with him to the White Fang and he can't come with me to the Atlesian Military and General Ironwood. General Ironwood doesn't know that I've become human, and no one knows about Adam. I checked, he doesn't exist. So, here's how things are going to work..."

 ** _/\/\/\/\_**

Three days later...

"I hate everything." I muttered. I was back in the disguise I used while scoping out Vale.

"Even me?" Penny asked coyly, crossing her arms.

The girl (still human) wore black pants with the same neon green pattern that her leggings used to have, a neon green hoodie with black details (zipper, cuffs of sleeves, drawstrings, her emblem on the shoulders), a tan t-shirt, and her silver backpack. Her medium-length orange hair was in a ponytail held by her pink bow, her green eyes lit up and playful.

I rolled my red eyes and sighed.

"No."

After the battle had ended with Cinder fleeing, Blake and Yang had smuggled us on a ship to Vale, and we'd gotten disguises.

Then, Blake and Yang introduced us to what was left of Team JNPR. The girl who fought Penny, Pyrrha Nikos, had perished in a fight against Cinder. Her death had caused a reaction from Blake's teammate and Yang's sister, Ruby, that froze the Grimm Dragon and chased Cinder off.

Ruby was now unconscious, Yang accompanying her back to Patch with her father and her uncle, Qrow.

Weiss Schnee, who I'd been glaring at since I saw her, was dragged back to Atlas by her father. I almost felt sorry for the _Ice Bitch_...

"So, you're going to help Penny hide from Ironwood?" Jaune Arc, leader of Team JNPR, asked. Yang told them that was my purpose, leaving out my association with the White Fang.

Not that I was ashamed, I just wasn't fond of prison.

And Penny thought she had it in her to turn my life around.

Bless.

"Yep!" Penny beamed. "Sorry if he seems a little cranky. It's just because he is." I glared at her.

"I wish I could quit you."

"No, you don't."

"Ship it." I heard Nora mutter. Ren crossed his arms. "What?"

 ** _/\/\/\/\_**

A few weeks later, Ruby woke up and contacted us. She told us that when she was healed, she was planning on heading to Mistral to take Cinder down and get some answers. She said we could come along if we wanted. Well...

We stood outside of a cabin on Patch in the middle of the winter.

Ruby smiled brightly at us, she and Yang having just left the cabin.

Yang made an _I'm-watching-you_ sign at me, then placed her hands on her hips and smirked at us.

"You guys ready to kick some ass?" The blonde-brawler asked. I sighed. In three, two, one...

"I'm combat-ready!" Penny saluted, a bag slung over her shoulder

"Really?" I crossed my arms. Penny mimicked me, crossing her arms and putting up a scowl.

"Really?"

"Stop that."

"Stop that!"

"Oh my gosh..." Ruby giggled. "That is the cutest thing I've ever seen." I shot a glare at her as Penny laughed.

"This is going to be a long-" I paused when I realized:

How long was this going to take?

 ** _HAHAHAHAHAHAHAHA! Now, Adam is stuck with Ruby, Blake, Yang, Jaune, Nora, Ren, and PENNY on a long road-trip! Will Penny be able to help him mend his ways? Will Adam get used to being surrounded by humans (and his ex-partner)? Will Penny learn to control her semblance?_**

 ** _WILL TEAM METAL-BULL CATCH ON?!_**

 ** _Who knows?_**

 ** _I own nothing! Please read, review, check out my other stories, etc. Thanks!_**


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